Spider-Man: Hero of Heroes
by Omnitrix10
Summary: There are many ways a story can begin this is one of them. Follow Ben Tennyson as he tries to live upto the words with great power comes great responsibility.
1. Rewind

I don't own Ben 10, Spider-Man or Naruto.

"Speech"

`Thoughts`

_Narration_

* * *

**Spider-Man: Hero of Heroes**

By

Omnitrix10

**Chapter One - Rewind**

_People say there are many ways a story can begin and end but this one has barely started so let's rewind and meet our hero Benjamin Kirby Tennyson, shall we?_

**Six years ago, Campsite**

A ten year old boy with brown hair, green eyes wearing a white T-shirt with a black stripe on both front and back with green cargo pants was reading a sumo slammers comic a tie-in to the new game. He was on a summer road trip with grandpa and cousin, his cousin Gwen Tennyson who was a last minute addition to the trip went for a walk to get some air because they don't get along.

"Ugh, this sucks" Ben muttered flopping onto his back after finishing the comic.

"Can you get Gwen kiddo? Dinners ready" asked Max his grandpa.

Sighing Ben pushed himself up to begin his search for his redheaded cousin.

_Halfway into the forest our hero would find his cousin made out of rock and fire with glowing pink eyes. This would change his life in many ways both good and tragic, the most life changing would happen at the end of the trip on a planet called Xenon._

**Xenon battlefield**

Ben and his grandpa stood back to back with blasters on their arms firing at mindless robots, Gwen had been brought to the planet to turn off the Omnitrix self-destruct mode. They had followed her there to back her up, Max the ex-plumber the name for space police officers had trained Ben to shoot and defend himself early in the summer.

As the two Tennyson's continued their fight the youngest of the two heard his grandpa grunt in pain.

"Grandpa?" Ben shouted over his shoulder getting no response he quickly took down the last few robots.

Just as Ben finished the robots Gwen came running out and the both saw their grandpa bleeding from a wound on his chest.

"Quick let's move him behind some cover" Gwen screamed with tears in her eyes.

Ben nodded trying to hold back his own tears and help move him behind cover.

"Kids" Max spoke in a horse voice.

"It's okay grandpa we'll get you out of here" the brown haired boy spoke in shaky voice tears falling with Gwen nodding.

"It's too late kids, just please remember live the best you can and that with great power comes great responsibility" Max coughed out while cripping both kids hands before closing his eyes and losing to his wound.

_The rest of the time on the Planet was a blur to our hero the omnitrix getting reactivated, Vilgax being thrown into space, getting back home. Tetrax and Azmuth had made fake reports that Max died helping from a building fire Ben and Gwen's parents still don't know the truth._

_While Gwen continued to use the omnitrix to fight bad guys. Ben while he did not have the power began taking more responsibility in his own life by Improving his grades and taking school more seriously he found he liked science as well as technology related classes but the most important change according to his parents was he cleaned his room. Sometimes._

_However a field trip to ESU six years after that summer would once again flip his live upside down._

**Three months ago, Empire State University, New York City**

Sixteen year old Ben was walking with his best friend J.T. they had become friends again after J.T. had realized Cash wasn't a good guy and not going to change.

"Dude I can't believe we're here" Ben whispered to his friend.

"Yeah It is pretty" staring at Ben's cousin Gwen across the room she had changed her look over the years her hair was now longer and in a ponytail, she now wore a pink leather jacket with the number ten on it with a black T-shirt underneath, jeans and of course the new model of the omnitrix which was pink with black lines. The original omnitrix had been destroyed so had the ultimatrix.

Looking to see where J.T. was looking Ben gave him a light smack on the back of the head.

"Man, quit staring at my cousin, You're drooling" Ben said laughing.

"I'm not-" J.T. paused to wipe his chin "Okay maybe I am."

"J.T. she has a boyfriend he'll beat you up" Ben said while listening to a scientist talk about genetically modified super spiders.

"I could take Kevin" the glasses wearing boy spoke defending himself.

"Dude, I wish you were dating her and not a guy who tried to kill me and Gwen but you could not take Kevin" Ben replied with a smirk.

Ben had told his friend about that summer a couple months ago when Gwen's identity had been revealed to the public by a kid. Gwen and Ben don't talk much since their grandpa died, Gwen while still hero had become overconfident and let the fame go to her head.

"Whatever Ben, what about you and Kai?" J.T. said changing the topic.

"I like her but she barely knows I exist" the Tennyson replied with a frown.

Kai Green was someone he and Gwen met on the road trip whose grandfather was an ex-plumber her parents had passed away when she was young. She and Gwen had hit it off and became best friends, Kai and her grandpa had moved to queens when Kai started high school she, Gwen and Kevin were a crime fighting team.

"Chin up buddy you never know what could happen" J.T. said smiling at his friend.

_Neither teen saw the red and blue spider lower itself onto our heroes hand and sink its fangs into his hand but this small spider would not only change his life but the people around him._

Ben winced as a pain as a shooting pain went through his hand J.T. noticing this questioned his friend.

"You okay?"

"I don't feel so good" Ben replied to his friend.

Ben stumbled from dizziness faintly hearing people laughing and Gwen calling him a doofus.

J.T. noticing his friend stumble called their teacher over who had gravity defying white hair, an eye patch with a jacket that had a collar covering the bottom half of his face.

"Mr Hatake?"

"Yeah?" the lazy teacher replied.

"Ben's feeling ill" J.T. answered

"Can you get home by yourself, Ben?"

Ben nodded and begins toward the door while saying bye to his friend and teacher in response he got a wave from J.T. and an eye smile from his teacher.

_All these moments combined would begin Benjamin Kirby Tennyson and his path into want some people would call the hero of heroes but me I say I'm just a guy trying to do a little good._

_My name is Ben Tennyson and I am __**The Spectacular Spider-Man! **_

* * *

**Authors Note**

I hope you enjoyed this chapter. I don't know when I will write more of this but i will not abandon this story. There won't be any Naruto stuff in this story I just needed a name for a teacher.

Any feedback would be great.


	2. One more for the road

I don't own Ben 10, Spider-Man or Naruto.

"Speech"

`Thoughts`

_Narration_

* * *

**Spider-Man: Hero of Heroes**

By

Omnitrix10

**Chapter Two - One more for the road**

**Present day, New York City**

"Man, it's 3 AM I should start heading back home" said a young man standing on a tall building wearing a suit of some kind this young man was none other than Ben Tennyson.

The suit had a mask that covered his whole head, it had a web pattern and two big white eyes with black rims. The rest of his suit is red and blue, has the same web pattern, white parts on the gloves and a large white spider symbol on the front.

As Ben turned to leave he heard an alarm go off on a nearby building and hearing the police radio through an earpiece in his mask confirmed a break-in. He had added tech to his suit in his second month as Spider-Man other than the police radio there is an indicator in his peripheral vision for low web fluid, the web shooters themselves were his first creation along with the fluid. He could also answer phone calls without touching his phone and had night vision.

"Well one more for the road" Spider-Man said turning toward his destination and jumping of the building into a freefall that would terrify anybody else before slinging out a web line and swinging forward.

The parts for Ben's suit was bought in Undertown a place he heard his cousin talk about, the parts were extremely cheap for what they were as most residents do not value human tech highly.

Spidey landed on the building where the crime was taking place and saw two men, one wearing a horizontally striped green t-shirt with baggy grey trousers and the other man with more muscle was wearing a grey hoodie and navy blue baggy trousers.

"What did I tell ya one more jump and we're a million bucks richer" said the man in green.

"This ain't no million buck haul, not after Vulkanus takes his cut" complained the the larger man.

Spider-Man raised a closed fist to his mouth and cleared his throat alerting them to his presence causing them to whip their heads around to him.

"Oh no not you" shouted the one in green.

Ben jumped down and launched kick at the the man in green knocking him down.

"Ya know Flint, I'm thinking maybe I should see other bad guys. I mean you two are never happy to see me anymore there's just no spark" Spidey quipped.

The man in green now known as Flint got back up and with a war cry tried to punch the wall-crawler who ducked and punched him causing him to bash into the wall. Spidey them webbed him to said wall along with a bag of jewelry.

The larger man seeing his friend taken down charged Ben from behind who felt his Spider-Sense go off, a six sense that alerts him to danger causing his large white eyes to widen and backflipped over the charging man.

"I mean you get it right O'Hirn? Spider-Man asked the one in the hoodie "I just feel like we're stuck in a rut you guys rob some place, I beat you up, you two go to jail."

"Will you just shut up" yelled the large man now named O'Hirn.

Spider-man launched a roundhouse kick at O'hirn knocking him to the wall next to his friend and webbed him up with his bag of jewelry.

"It's not you it's me" spidey quipped facing the webbed up criminals "Now stick around till the cops get here."

With that Ben shot a web line and swung away.

* * *

In a dark office a man sat shrouded in shadow behind a desk.

"So this is the mysterious Spider-Man?" asked the man.

"Yes sir Mr Osborn" answered a heavier shorter man, wearing glasses and a lab coat.

The man behind the desk was Norman Osborn a man who values scientific advancement and money above people, a man who considers anything less than first place failure. Norman for the last few years has been working with beings from other planets to use their technology to find cures for the common cold to obesity and sell it at a price almost no one can afford without owing him a debt

"Contact Eon about the Chronosapien Time Bomb and tell him I will have more DNA to add to it perhaps we can deal with this Spider-Man as well as Miss Gwendolyn Tennyson."

"Mr Osborn, don't you think this is a bit extreme i mean wiping out every version of two people from the multiverse" questioned the heavier man.

`Both Gwen Tennyson and the Plumbers have been getting far too close to my business, using Eon to my advantage may solve my problems even if I am not convinced by claims of a device that can wipe out every version of a person from every reality` Norman thought.

"I do not pay you to question my decisions Otto if using an idiot like Eon can take care of Tennyson and this Spider-Man then so be it. Project Goblin can not be interrupted by pests the tests of the serum on myself have been going too well these last few years" Norman shouted.

"O-Of course Mr Osborn" Otto stuttered out.

"At the very least the idiot will distract them" Norman said in a calmer tone "use unfinished projects Sandman and Rhino to get the DNA we need, perhaps Flint Marco and Alexander O'Hirn will be good candidates" the Osborn said.

"Yes sir, Can we talk about my project?" Otto asked.

"I DON'T CARE ABOUT YOUR PROJECT OCTAVIUS, NOW GO" screamed Norman.

Octavius quickly left to go do as he was ordered.

`I finally finished my arms that could be used to do so many great things from construction to surgical applications, but no all he cares about is alien tech and Project Goblin. I wish I could do something` Otto thought.

**Ben's house, Queens**

As Ben landed on the roof of his house he was thinking about his night.

`I heard O'Hirn mention Vulkanus if I remember right we met that guy when we were ten and met the galactic enforcers. I'll sneak into Gwen's tomorrow and see if she has any plumber files on him` Ben thought as he crawled down the wall into his bedroom window to get some sleep before school.

His parents never check on him so getting back at now 4 AM wasn't a problem.

**Midtown High, Friday**

After saving a cat from a tree and a kid from traffic Ben had finally made it to school. He was wearing a blue short sleeved T-shirt with a grey long sleeved one underneath, brown baggy pants and black shoes and his suit under all that with the gloves and mask in a secret compartment of his bag.

He wore baggy clothes to hide his muscle as it would be weird to have showed up at school one day with a body that would make olympic gymnasts jealous, six pack, strong arms the works. When he tested his powers he could lift 10 tons maybe more if pushed, stick to walls, heal faster than normal the knife wound on his second week proved that, was way more agile than Gwen's alien Spider-Monkey, enhanced durability and a sixth sense that alerted him to danger.

Seeing J.T. Ben walked over and greeted him.

"Mornin J.T." Ben said causing his best friend to turn to him.

"Hey man" J.T. said as the bell rang "we should get to class before Dr Connors gives me extra homework again."

As the two best friends headed to class neither noticed an expensive car pull up.

Inside the car sat a young man with brown hair and man with the same hair in a suit.

"Remember Harry you are an Osborn I expect nothing less than the best from you, do not disappoint me" Norman Osborn spoke.

"Sure thing Dad" Harry Osborn sighed getting out of the car to Harry it felt like Norman cared more about how he made the Osborn name look than him as a person.

**Lunch Time**

As Ben and J.T. walked into the lunch hall they noticed a brown haired young man sitting alone so they decided to introduce themselves.

"Hey dude I'm Ben Tennyson" he said extending his hand which Harry shook.

"I'm J.T." he said doing the same as Ben.

"I'm Harry Osborn" Harry replied with smile because he had some people to talk too.

This surprised both Ben and J.T. that someone like the son of the Oscorp CEO was sitting alone but realized in a school with a superhero that wasn't that cool. All three teens found they had lots in common, both Ben and Harry found that they hated being treated nice just because of their family. As lots of people had tried to be friends with Ben just to get in good with Gwen his superhero cousin but quickly stopped talking to him when they found out they did not get along.

**After school**

Ben waved goodbye to his friends, Harry, Ben and J.T. had become fast friends after talking at lunch. Ben quickly rounded the corner into an alleyway and changed into his suit and put his regular clothes into his bag before pulling his mask on.

`I'll check Gwen's computer for plumber files on Vulkanus, see if there is a last known location` Spider-Man thought before jumping up to a building and off the other side firing a web line to swing away.

**Gwen's house**

As Spidey arrived at his cousin's house he webbed his bag to the roof as he could swing by and grab it later as his house was only a few minutes away, leaning over the side of the house to see in the window.

`Good she's not home, probably at kevin's garage` that thought made Ben sigh `she could do so much better like someone who actually cares about her not just a car` finishing his line of thought he flipped in through the window.

Despite not really talking to his cousin she was one of the people he cared most about, how could he not after spending a whole summer having her back and fighting bad guys. She had pushed him away after their Grandpa's death, he had given her space hoping she would come to him when she was ready but she never did and he couldn't get close to her again.

"Okay password, password" Spider-man muttered to himself as he turned on the computer and looked around for a clue.

As he looked around he spotted a picture of him, Grandpa Max and Gwen in front of the rustbucket on the summer road trip beside a picture of just the two kids.

"Let's try rustbucket as the password" once Ben entered it, incorrect password flashed on screen.

"Okay let's try rustbucket ten" trying that this time landed Ben at the desktop and loading into the plumber database.

`Okay that was way too easy` Spider-Man thought as he searched for Vulkanus.

It took Ben a few minutes to find the information he needed.

`It says that the last known location of Vulkanus is a warehouse just outside the city, I'll patrol first then go check on Vulkanus, time to go to work` with that last thought Ben jumped out through the window and swung away.

**Warehouse**

It was now 10 PM when Spider-Man landed on the roof of the warehouse that was filled everything from jewelry to alien tech and looked through a window, inside standing in a circle with some spread out around the place were small aliens wearing goggles that the file said worked for Vulkanus.

Spidey snuck in through the window and crouched on the rafters above, hearing Vulkanus in the next room.

`Take out the guys on their own first then get the big group` Spider-Man thought as he activates the night vision in his mask lenses. He then moves to a perch above one of the henchman.

`Okay Ben you got this` he says to himself before shooting a line of web at the henchman and dragging them up towards him before surrounding them in a cocoon of webbing. This continued until all the lone henchman were knocked out and webbed to the walls, ceiling or rafters.

`Now just for the big group in the middle` Spidey thinks as he swing back to the rafters above and switching his web shooters to fire a net like web before firing taking down the large group.

"I CAN'T BELIEVE MARCO AND O'HIRN FAILED AGAIN, SOMEONE GO GET THEM WERE TAKING THEM OUT PERMANENTLY" Vulkanus screamed but heard no reply so came into the main room.

"WHAT THE HELL HAPPENED?" Vulkanus screamed again seeing his henchmen unconscious. Vulkanus has orange skin with a large jaw and wears a mechanical armor.

"I know, I know I tried to tell them not to sleep on the job."

Vulkanus looked up surprised hearing the voice.

"Who're you supposed to be?" asked seeing Spider-Man crouched on the rafters.

"Spider-Man" he answered.

"So Tennyson sent you, some kid in pajamas?" Vulkanus said sounding disappointed.

Spider-Man gave a fake sigh "no she didn't, why are no bad guys ever happy to see me, is it because I don't have a catchphrase?"

Spider-man shot a web line at the chest of Vulkanus and pulled himself forward, hitting him with an uppercut to the chin. To Ben's surprise Vulkanus didn't look phased and picked him and through the warehouse wall to outside.

`Ow my everything` Ben thought from the pain as he stood up `okay definitely a little less holding back against this guy.`

Ben usually had to hold back most of his strength or he could kill someone when fighting them but Vulkanus was definitely stronger than a random street thug with a bag of stolen stuff or a mugger.

As Vulkanus came out of the warehouse through hole in the wall Ben began to talk again.

"So back to the whole catchphrase thing, I have some ideas." quipped the wall-crawler.

"Do you always talk this much?" Vulkanus asked while trying to punch the web head, only for it to be dodged.

"How about It's spider time?" Spider-man asked dodging another attack from Vulkanus.

"So that's a no then? Okay option two I'm goin' spider?" ducks another hit from the criminal.

"Man you're hard to please, third option is spider up" Spidey then jumps back to avoid being hit by two massive fists before firing balls of webbing that causes the villains arms to be wrapped up and stuck to their chest.

With Vulkanus unable to hit him, Ben jumps to the large alien and begins to repeatedly punch and kick him before one last kick to the chin launched Vulkanus into the air. Spider-Man then jumped up above Vulkanus, firing to web lines onto villains shoulders and throwing him over his head slamming him into the ground breaking the criminals armor to pieces.

Now without his armor Vulkanus in his true baby sized form tried to crawl away.

"I don't think so little guy, anyway I think I'll give up on the catchphrase thing" Spider-Man said while webbing Vulkanus to the nearest wall before calling Gwen from an anonymous number.

As the call connected Gwen's voice came from the other end.

"Hello, who's this?"

"A friend, if you want Vulkanus come to the address I texted you, there is enough jewelry and alien tech to put him away for a long time" Ben answered in a friendly voice.

"Who is this?" Gwen asked again.

"Have a nice night Miss Tennyson" Ben said hanging up.

Spidey then moved up to a nearby building to make sure Gwen and the Plumbers show up.

**Ten minutes later**

Ben noticed Gwen arrive as XLR8 one of her original ten alien transformations with two Plumber transport ships.

`Well now that Vulkanus is taken care of I think I'll call it an early night even if it is midnight` Spider-Man thought before swinging away to get his bag and some sleep.

**On the ground at the warehouse**

As the Plumbers loaded up the henchman and alien tech Gwen walked over to the still webbed up Vulkanus. Seeing a note stuck to the small alien she picks it up and it reads.

_**From your friendly neighbourhood Spider-Man!**_

"Who the heck is Spider-Man!" Gwen exclaimed.

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**Authors note**

Thanks for reading this, I hope you enjoyed it. I'm not sure who Ben will be paired with in this story yet. To try to answer a question I got in a review, this story starting from this chapter takes place just before the omniverse episode 'And Then There Were None' and Ben has had his powers for three months as of the beginning of the chapter.

Thanks to everyone who read, reviewed, favorited or followed this story and to those who may in the future.


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